Business Combinations (Tables)
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3 Months Ended |
Mar. 31, 2019 |
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| Business Combinations |
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| Schedule of revenue and net income since acquisition date included in the Condensed Consolidated Statements of Operations |
Revenue and net income since the respective acquisition dates included in our condensed consolidated statements of operations were as follows, in thousands:
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Three Months Ended March 31, 2019
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2018 Acquisitions
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Net Sales
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Net Income
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ADO
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$
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6,639
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$
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3
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Santa Rosa
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2,188
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309
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USI
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92,128
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7,628
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$
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100,955
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$
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7,940
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| Schedule of pro forma results |
The pro forma results for the three months ended March 31, 2019 do not include any adjustments from our actual results as all acquisitions were wholly-owned for the entire period. Our pro forma results are presented below, in thousands:
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Pro Forma for the Three Months Ended March 31,
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2019
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2018
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Net sales
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$
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619,330
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$
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581,763
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Net income
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$
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37,983
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$
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34,513
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| Schedule of additional expense included in the pro forma operating profit and net income |
Our pro forma results are presented below, in thousands:
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Pro Forma for the Three Months Ended March 31,
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2019
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2018
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Amortization of intangible assets
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$
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—
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$
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3,782
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Income tax expense (using 26.5% and 27.0% effective tax rate in 2019 and 2018, respectively)
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$
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—
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$
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3,006
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| Schedule of estimated fair values of the assets acquired and liabilities assumed, as well as the fair value of consideration transferred |
The estimated fair values of the assets acquired and liabilities assumed for the 2018 acquisitions, as well as the fair value of consideration transferred, approximated the following as of March 31, 2019, in thousands:
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2018 Acquisitions
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Completed During the Year Ended December 31, 2018
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ADO
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Santa Rosa
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USI
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Total
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Estimated fair values:
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Cash
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$
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939
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$
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—
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$
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14,817
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$
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15,756
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Accounts receivable
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3,434
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1,433
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61,445
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66,312
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Inventories
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2,337
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104
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14,029
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16,470
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Prepaid and other assets
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135
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7
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3,886
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4,028
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Property and equipment
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951
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522
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33,701
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35,174
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Intangible assets
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14,090
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1,850
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165,400
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181,340
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Goodwill
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2,631
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3,014
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280,483
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286,128
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Accounts payable
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(908)
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(1,099)
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(17,927)
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(19,934)
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Accrued liabilities
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(609)
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—
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(34,686)
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(35,295)
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Deferred tax liability
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—
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—
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(34,610)
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(34,610)
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Net assets acquired
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$
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23,000
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$
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5,831
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$
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486,538
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$
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515,369
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2018 Acquisitions
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Completed During the Year Ended December 31, 2018
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ADO
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Santa Rosa
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USI
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Total
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Fair value of consideration transferred:
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Cash
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$
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22,172
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$
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5,831
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$
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486,538
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$
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514,541
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Deferred consideration
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—
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—
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—
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—
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Contingent consideration
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828
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—
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—
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828
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Total consideration transferred
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$
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23,000
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$
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5,831
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$
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486,538
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$
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515,369
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| Schedule of estimates of acquired intangible assets related to the acquisitions |
Estimates of acquired intangible assets related to the acquisitions are as follows, as of March 31, 2019, dollars in thousands:
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Estimated Fair Value
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Weighted Average Estimated Useful Life (Years)
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2018 Acquisitions:
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Customer relationships
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$
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168,820
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12
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Trademarks and trade names
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11,260
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9
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Non-competition agreements
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1,260
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5
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Total intangible assets for 2018 acquisitions
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$
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181,340
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11
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| Schedule of fair value of contingent consideration |
The following table presents the fair value of contingent consideration, in thousands:
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EcoFoam
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ADO
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Santa Rosa
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Date of Acquisition
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February 27, 2017
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January 10, 2018
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January 18, 2018
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Fair value of contingent consideration recognized at acquisition date
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$
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2,110
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$
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828
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$
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250
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Contingent consideration at December 31, 2018
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$
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1,573
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$
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343
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$
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250
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Additions
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—
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—
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—
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Change in fair value of contingent consideration during the quarter ended March 31, 2019
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36
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8
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—
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Payment of contingent consideration during the quarter ended March 31, 2019
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—
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—
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(250)
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Liability balance for contingent consideration at March 31, 2019
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$
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1,609
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$
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351
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$
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—
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